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Diversified Energy Co’s large shareholder group EIG-affiliated funds has fully exited its position through a block trade. On March 11, 2026, these reporting persons sold 7,501,585 shares of common stock in a registered underwritten block trade at $14.311 per share to Citigroup Global Markets Inc.
Following the sale, each EIG reporting entity reports beneficial ownership of 0 shares, representing 0.00% of the common stock. As a result, they ceased to be beneficial owners of more than five percent of the company’s shares and are no longer subject to Rule 13d-1(a) reporting requirements.
Diversified Energy Company entered into an underwriting agreement with affiliates of EIG Global Energy Partners and Citigroup Global Markets Inc. for an offering of 7,501,585 shares of its common stock held by selling stockholders. The company itself did not sell any shares and did not receive proceeds from this offering.
As part of the transaction, Diversified Energy repurchased 3,750,000 shares of its common stock from the selling stockholders at the same price paid by the underwriter, with this share buyback closing substantially concurrently with the offering. The agreement includes customary representations, warranties, closing conditions, and indemnification provisions in favor of the underwriter.
Diversified Energy Company is registering the resale of 7,501,585 shares of common stock to be sold by the identified selling stockholders pursuant to this prospectus supplement.
The shares are offered at a stated price of $14.45 per share on the cover; the underwriter will purchase the shares from the selling stockholders at $14.311 per share, producing aggregate proceeds of approximately $107.4 million to the selling stockholders. The offering delivery is expected on or about March 11, 2026. The Company will not receive proceeds from these sales.
Subject to the closing of this offering, Diversified Energy has agreed to purchase from the underwriter 3,750,000 shares (the “Share Repurchase”) at the same per‑share price paid by the underwriter to the selling stockholders; the Share Repurchase is contingent on the offering closing and any repurchased shares will be retired. Shares expected outstanding immediately after the offering and the repurchase are stated as 72,320,756 shares.
Diversified Energy Company is registering the resale of 7,501,585 shares of common stock by selling stockholders pursuant to a prospectus supplement dated March 9, 2026. The filing states the company will not receive proceeds from these sales and that the underwriter will purchase the shares from the selling stockholders at a negotiated price.
Subject to completion of this offering, the company intends to repurchase from the underwriter up to 3,900,000 shares as part of its existing stock repurchase program at the same per-share price paid by the underwriter; the repurchase is contingent on the offering closing. The prospectus cites 76,070,756 shares outstanding as of February 25, 2026 and shows the post-offering and repurchase share count of 72,170,756 shares.
Diversified Energy Company filed a Form S-3 shelf prospectus dated March 9, 2026 to register resale of 7,501,585 shares of common stock issued in connection with its U.S. domestication and the March 14, 2025 Maverick acquisition. The resale shares are being offered by the selling stockholders and the Company will receive no proceeds from these resales. The registration statement states there were 76,070,756 shares outstanding as of February 25, 2026. The filing describes the automatic shelf mechanics, potential distribution methods (underwriters, dealers, agents, direct sales, Rule 144 transactions), and that the Company will bear certain registration-related fees and indemnification obligations.
Diversified Energy Company filed an 8-K providing unaudited pro forma financial information that shows how its 2025 results would look after acquiring Canvas Energy Inc. and Maverick Natural Resources. For the year ended December 31, 2025, the pro forma combined statement reports net income of 421,592 thousand and total revenue of 2,263,210 thousand.
The Canvas asset acquisition was funded with approximately 3,718,209 new common shares plus about $399 million in cash, partially financed by a $400 million asset-backed securitization. The Maverick business combination used 21,194,213 new common shares and about $211 million in cash. Pro forma earnings per share attributable to Diversified are $4.30 basic and $4.23 diluted, based on 97,882,109 basic and 99,391,014 diluted weighted average shares outstanding.
Management notes the pro forma figures are based on transaction accounting adjustments only and are not necessarily indicative of future results. Detailed notes explain reclassifications, interest expense changes from new debt, asset retirement accretion, depletion rates, and related income tax effects.
Diversified Energy Company plans a significant bolt‑on acquisition in east Texas, with its subsidiary Diversified Production LLC agreeing to buy oil and natural gas wells, leasehold interests, and related facilities from Sheridan Holding Company III, LLC.
The aggregate purchase price is approximately $248 million, funded through borrowings under the company’s senior secured revolving credit facility, and closing is targeted for the second quarter of 2026, subject to customary conditions. The acquired assets are expected to add about 62 MMcfepd (~10 Mboepd) of largely gas‑weighted production, with low estimated annual declines of around 6%, and next‑twelve‑month EBITDA of roughly $52 million. Proved developed producing reserves are estimated at ~397 Bcfe with a PV‑10 value of about $310 million, and the acreage is contiguous with Diversified’s existing East Texas position, supporting potential operating efficiencies.
Diversified Energy Company reported record fourth-quarter and full-year 2025 results, with performance exceeding prior guidance. For 2025, the company generated total revenue of $1,829 million, up from $757 million in 2024, and net income of $342 million versus a loss of $(103) million a year earlier.
Full-year Adjusted EBITDA rose to $956 million from $470 million, while Adjusted Free Cash Flow reached $440 million. Average 2025 production was 1,086 MMcfe/d, reflecting contributions from roughly $2 billion of acquisitions. The leverage ratio improved to 2.3x, aided by retiring $277 million of ABS principal.
The company returned over $185 million to shareholders through dividends and buybacks, including repurchasing about 7.3 million shares (~10% of outstanding shares). New 2026 guidance targets Adjusted EBITDA of $925–$975 million, Adjusted Free Cash Flow of about $430 million, and total production of 1,170–1,210 MMcfe/d.
Diversified Energy Company reports a transformational year driven by major U.S. expansion and balance-sheet actions. Average daily production reached 1,086 MMcfe per day for 2025, up 37% from 791 MMcfe per day in 2024, supported by acquisitions and development drilling.
As of December 31, 2025, estimated proved reserves rose 68% to 6,082,483 MMcfe with a Standardized Measure of $4.2 billion and total PV-10 of $5.18 billion. The mix is gas‑heavy, with natural gas at about 73% of total proved reserves.
DEC completed the Maverick acquisition for net consideration of $666 million and the Canvas Energy acquisition for about $533 million, using a blend of common stock, cash and assumed ABS notes. It also issued $530 million ABS X notes, $400 million ABS XI notes, $300 million Nordic bonds and raised $123 million from a 8.5 million‑share equity offering at $14.50.
The company strengthened its U.S. presence through a redomestication to Delaware and maintains listings on the New York Stock Exchange and London Stock Exchange. It also launched a $70 million West Virginia well‑plugging fund and reported 1,987 employees across 23 states, emphasizing asset retirement, safety and human capital investment.
Diversified Energy Company has completed a tap-on offering of $200 million principal amount of 9.75% senior secured bonds due 2029 in the Nordic bond market through its wholly owned subsidiary Diversified Gas & Oil Corporation. This increases the total amount of these bonds to $500 million.
The bonds are guaranteed by Diversified Energy and secured by its U.S. bank accounts, equity in DGOC and its operating subsidiaries, and certain intercompany loan interests. They mature on April 9, 2029, with interest payable semi-annually on April 9 and October 9.
Covenants require a leverage ratio not above 3.5:1, asset coverage of at least 1.20:1, minimum book equity of $500 million, and liquidity of at least 25% of outstanding bonds. Bondholders gain a 101% cash put right upon specified change of control or delisting events, and benefit from customary events of default and make-whole or premium-based early redemption provisions.